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Oracle's Hostile Takeover Bid For PeopleSoft

rkuris writes "Oracle has launched a 5.1 billion dollar cash hostle takeover bid against Peoplesoft. PeopleSoft's CEO Craig Conway (a former top executive for Oracle) called Oracle's offer 'atrociously bad behavior from a company with a history of atrociously bad behavior.' 'Obviously it is a transparent attempt to disrupt the [1.7 billion dollar friendly] acquisition of J.D. Edwards by PeopleSoft announced earlier this week.' The week's events have reopened old wounds between the companies, which have a history of hostility and name calling."

41 of 229 comments (clear)

  1. Some bad, some bad by Sean80 · · Score: 4, Interesting
    Bad - I can't imagine it's a whole lot of fun working for Peoplesoft right at the moment. From what I've read, Oracle would lay off a large number of their employees. Given the state of the jobs market in Silicon Valley, and the fact that an entire company will disappear, with all of its associated technologies, processes, and so forth, what will the people there do?

    Bad - I don't know about you, but I was pretty pissed off when AT&T sold their cable unit to Comcast. I got a call one Saturday morning from some company that I have never personally signed up with, offering to change my channel selection for me. Imagine paying a few hundred thousand dollars after having chosen Peoplesoft, only to have Oracle call you up one day, and say, 'hey, you're our new customer!'

    Good - I suppose this'll be good for Oracle, and maybe, at the end of the day, customers will win because of the integration of two not-too-bad software suites.

    1. Re:Some bad, some bad by Col.+Klink+(retired) · · Score: 3, Informative
      customers will win because of the integration of two not-too-bad software suites.
      Nope. No integration is planned. Just migration. See this article at the Register.
      --

      -- Don't Tase me, bro!

    2. Re:Some bad, some bad by finkployd · · Score: 3, Interesting

      You are correct, Oracle has a history of buying up companies and pissing off current customers. Recently they bought Steltor (maker of CorporateTime) and pretty much told all existing CorporateTime customers that they would now have to buy Oracle's crappy backend server bundle if they wanted to continue running CT. As a result quite a few Universities are dumping CT and throwing their efforts behind the open source Chandler calandar system.

      Finkployd

    3. Re:Some bad, some bad by man2525 · · Score: 4, Interesting

      Imagine paying a few hundred thousand dollars after having chosen Peoplesoft, only to have Oracle call you up one day, and say, 'hey, you're our new customer!'

      Few hundred thousand? Talk about getting off light. We have a PeopleSoft implementation at our university that cost millions of dollars. Oracle has said that they will support existing PeopleSoft implementations but that they would kill PeopleSoft's product line. Fine by me. The education product line is a contorted piece of crap that is obviously HR software. Students have Employee IDs, their majors are Career Plans, and they have Program Actions. On top of that, seeing 6 figure consultants who fly to France on the weekends to get haircuts and buy cookware lose marketable job skills will make my day.

    4. Re:Some bad, some bad by smallpaul · · Score: 4, Insightful

      I always laugh when I hear people say they feel safer with a corporate product because there is a company behind it with the incentive to keep improving it. They've got it exactly backwards. The minute there is no more profit in a product, or the minute it becomes strategic to tie it or bundle it with something else a company will do that. An open source product can continue to advance as long as a single person cares about it.

  2. Re:if I had PeopleSoft stock by tupshin · · Score: 5, Interesting

    I'm assuming you misspelled zealot, and I'm also assuming you're an idiot. Why would you sell it to Oracle (for $16/share) when you could sell it on the open market for more (almost $18/share right now)?

    It seems obvious that this offer was designed to intimidate PeopleSoft, disrupt the JD Edwards acquisition, and cast doubt on the future of PeopleSoft's products so that customer's would be less likely to buy.

  3. Oracle is the good guy by Anonymous Coward · · Score: 3, Interesting

    Oracle is one of the BIG supporters of Linux. They are now running their own operations on Linux and are in the process of converting their customers to Linux. Oracle is the good guy in this fight. They are a good friend to Linux and deserve our support. Let's give them the benefit of the doubt. Remember, the IT world is a shark tank -- it's eat or be eaten. Someone's going to be doing the eating, and it is better Oracle than [ name of comany in Redmond omitted ].

    1. Re:Oracle is the good guy by squiggleslash · · Score: 4, Insightful
      They support Linux purely because it's a buffer against Microsoft, who they see as their biggest potential competitive threat - largely because Microsoft is large enough to put Oracle out of business, if they try and Oracle doesn't fight hard back.

      Oracle really hasn't supported the open source and free software communities beyond allowing their closed products to co-exist peacefully with them (and run under them.) They're not IBM or the much-undeservably-maligned Sun, both of whom regularly contribute to open source and free software projects. I wouldn't call them good guys, merely interested observers.

      --
      You are not alone. This is not normal. None of this is normal.
    2. Re:Oracle is the good guy by MillionthMonkey · · Score: 5, Informative

      Wow, talk about a severe lack of perspective.

      Oracle is using its cash on hand to cannibalize another company, steal its customer list, terminate development of its products, lay off 8000 tech workers, and turn Silicon Valley into even more of a smoking crater than they have already by outsourcing so much of their own development work to the Third World.

      But they support Linux, so that's all OK! Oracle deserves our support!

    3. Re:Oracle is the good guy by Morky · · Score: 3, Insightful

      Have you any idea what it takes to install an ERP? Imagine you've been working on a PeopleSoft installation for the past 10 months. You spend most of your day, every day, in a room of consultants and key users trying to figure out how to make the thing work for your business. You're almost there, just a few more data conversion issues to deal with. You expect this system to run the business for the next 10 years. Now imagine a company buys your ERP vendor and says it will discontinue the product you've been spending millions on installing. Oracle is not the good guy here. Less choice=bad.

    4. Re:Oracle is the good guy by aralin · · Score: 5, Interesting

      Well, if you are talking about the community contributions, Oracle is heavily pushing clustering support for Linux. They are doing everything possible to make Linux clusters a perfect replacement of your big unix iron. The linux porting group in Oracle is growing way too fast and quite a lot of their work is on the kernel and libraries and is GPL'ed and contributed back to community either directly or in form of patches available on Oracle web. I'd say IBM is doing more to help Linux, but I am not sure about Sun. Really.

      Besides, Ellison hates Gates. Its personal. So his support of Linux is very Slashdot-like. :)

      --
      If programs would be read like poetry, most programmers would be Vogons.
    5. Re:Oracle is the good guy by yintercept · · Score: 4, Interesting

      Oracle is supporting Linux because their customers were installing Linux servers big time and Oracle wanted in on the action. Oracle's whole claim to fame had been that their software runs on many different platforms. Programs written for Oracle on Solaris run on NT, Unix, etc.. The business plan requires porting to any major new OS.

      As for Microsoft bashing, the one reason I like Microsoft is because I know that if Oracle had the PC monopoly, things would be much, much worse. The reaon Oracle hates MS isn't because MS has a monopoly in the desktop OS, it is because MS ruined the nice little monopolies that the heavyweight database engines and mainframes had been working to perfect.

  4. What exactly *IS* a hostile takeover anyways? by mark-t · · Score: 4, Interesting

    For those of us who are clueless about this sort of thing, would someone care to enlighten the masses?

    1. Re:What exactly *IS* a hostile takeover anyways? by Courageous · · Score: 4, Informative

      While someone with more in depth information regarding securities training could probably elaborate, it's basically an attempt to purchase shares in the company sufficient to control it without the acquiesence of the company's board of directors. For example, on form of "hostile takeover" is simply acquiring sufficient controlling shares on the open market. If you have > 50%, you control the company.

      C//

    2. Re:What exactly *IS* a hostile takeover anyways? by ffatTony · · Score: 4, Informative
    3. Re:What exactly *IS* a hostile takeover anyways? by tupshin · · Score: 4, Informative

      In very simple terms, a hostile takeover is when the management of a company rejects a takeover offer, and instead the offer is presented to the individual shareholders. If enough shareholders sell, then the takeover is effectively complete because the acquiring company has enough votes to install their own management. There are various ways of defending against hostile takeovers (do a google search on "poison pill"), but if the offer is high enough, they can be overcome.

    4. Re:What exactly *IS* a hostile takeover anyways? by Shishak · · Score: 4, Informative

      Normally with public companies there isn't any one person with a majority share of the business. Business decisions are made by the CEO and board of directors. The board is made of industry leaders and share holders. share holders vote on the board to make major decisions and to elect corporate officers (CEO, CFO, CTO, EIEIO, etc.). A hostile take over is when a company starts to purchase as many voting shares as possible in order to gain control of the board. It is typically done by offering a greater than market value price for the shares. Most share holders don't have their blood sweat and tears into the company. It is an investment for the. When given the option to cash out and make a bunch of money they will. So, Oracle is putting up a huge amount of money to try to buy the shares from those willing to sell. It is hostile because oracle isn't really buying the company. It is buying control of the board. If it works Oracle will have control of the company and will be able to appoint its own board and CEO.

      --
      Now I hope and pray that I will But today I am still, just a bill
    5. Re:What exactly *IS* a hostile takeover anyways? by illuvata · · Score: 3, Informative

      you offer to buy shares above the price they are traded on the open market.
      once you have more than 50% you control the company, so decided that it should merge with your company, or die, or whatever

    6. Re:What exactly *IS* a hostile takeover anyways? by dimator · · Score: 4, Funny

      TWO clicks later, I'm at this node, and am now going to waste anywhere from 1 hour to the rest of the day clicking nodes... thank you very much for linking to e2.

      --
      python -c "x='python -c %sx=%s; print x%%(chr(34),repr(x),chr(34))%s'; print x%(chr(34),repr(x),chr(34))"
    7. Re:What exactly *IS* a hostile takeover anyways? by Usagi_yo · · Score: 5, Informative
      White Knights, Green Mail, Poison Pills and Proxies.

      Oracle is trying to gain controlling interest in People Soft without the blessing of the board of directors of People Soft.

      Proxies can be considered the voting rights of the stock.

      Green mail is two things, primarly it would be People Soft bribing Oracle by buying back whatever shares Oracle accumulated -- giving Oracle a nice profit. Another form of Green Mail would be Oracle offering to buy huge blocks of stock off of People Soft stock holders at premium prices -- or simply gaining the proxy of them.

      Poison Pills would be People Soft doing things to wreck the company and make it not so attractive as a takeover. Poison pills are usually a package of things they do. But the most adverse is to take out huge loans to buy back its own stock, Licensing company IP, and even awarding employees huge stock options. Basicaly they are throwing road blocks up and salting the earth.

      White Knights are 3rd party corporations that come in and start buying People Soft and forcing the stock price up and making Oracle have to deal with two companies rather then just one. White Knights often really Gray Knights in disguise and are trying to make a profit too. Usually hostile takeovers are preceeded by months of slowly accumulating the stock of the takeover target. However there is a point, I think 5% at which the company has to notify the other company that they are targetted for aquisition. And I think the targetted company can get an injuntion against the other company enjoining them from buying more stock until the shareholders meet.

      They are long and costly bloody battles that are usually done to scuttle or destroy the targetted company and the real benefit to the company initiating it is gaining market share, intellectual property, and other desired assets to the detriment of the targetted company.

      Hey, I think we oughta code this up and make an mmorpg out of it!

      Thats my bastardization of hostile takeovers.

    8. Re:What exactly *IS* a hostile takeover anyways? by nelsonal · · Score: 4, Interesting

      There was an old game called Wall Street Raider that let you do all the things that were so popular in the 80s. It was pretty fun, but too easy to beat the computer if you fudged a little on the ethics and traded on your inside knowledge. I think Greenmail refers only to the payoffs companys make to the potential takeover artist, to basically go away. The above market price offer is called a Tender offer. Oracle's offer is exceedingly low for a hostile bid, most of these require at least a 25% premium, since the entrenched management has several advantages in getting the shareholders to approve the merger. The hosile bid, usually only has a high price. This seems like a way to screw with Peoplesoft's recently announced non-hostile takeover offer for JD Edwards.

      --
      Degaussing scares the bad magnetism out of the monitor and fills it with good karma.
  5. Sounds like... (mildly OT) by nounderscores · · Score: 4, Interesting

    The Roman Takeover of Gaul

    Read the pricewaterhouse coopers analysis

    and this other commentary

    ____________________________________
    The Spiders are coming

  6. Re:if I had PeopleSoft stock by the_2nd_coming · · Score: 4, Informative

    it was not 18 bucks per share the other day when this offer was first anounced.

    it was around 10 dollors per share.

    --



    I am the Alpha and the Omega-3
  7. Re:$5.1bn ? by Saint+Stephen · · Score: 4, Informative

    Let me put it like this: my bro. in law is a GM at a industrial trucking company. He's got a masters in probability and statistics but isn't "in the business" per se. When he talks to me about "his weekly Oracle having problems," he's not thinking of a database -- he's thinking of the Oracle Apps reports that come out on his printer.

    In enterprise, "Oracle" is like "Xerox" or "Kleenex" -- it's the apps, the engine is invisible. If Peoplesoft bought J.D. Edwards, they'd challenge Oracle on that level.

    If Microsoft had any sense they'd sell the biz apps. The DB is irrelevant -- it's the schemas that people buy.

  8. Quality of Work Environment at Oracle & People by reporter · · Score: 4, Insightful
    The key quote in the article, "PeopleSoft calls Oracle bid 'atrocious'", is the following.
    The corporate cultures of Oracle and PeopleSoft couldn't be farther apart, according to some former employees. Oracle is a haven for aggressive personalities who thrive on intense competition. To motivate the sales staff, managers have posted an individual's progress in achieving his or her sales goals on the wall during quarterly meetings. The competitive atmosphere leads to routine reorganizations. By contrast, PeopleSoft, founded by a Cornell University graduate, Dave Duffield, projects a Hewlett Packard-like image of being more collegial. The sales staff often relies on customer recommedations to complete a deal. To some extent, this was necessary because the applications market had already been well established by Oracle and SAP by the time PeopleSoft emerged.

    Instead of looking at this acquisition from a purely rational, coldly analytical perspective, we should and must begin to look at the quality of the lives of the employees. I would prefer to work for an organization like PeopleSoft. It is an organization that cares.

    Oracle is cut from the same cloth as Sun, Siebel, and Cisco. Brutal, cut-throat, survival of the fittest. Increasingly, with the influx of H-1B's and "free" trade, American companies are becoming the ruthless of ogres of the early part of the 20th century. Most of my American colleagues do not want an America where employees are savaged. We gladly accept a small reduction of economic expansion in exchange for a kindler and gentler American workplace and society.

    It is this kindler and gentler America that has drawn tens of millions of immigrants to this country.

    We shareholders should oppose this hostile takeover and send Larry Ellison back to the Orient that he so admires.

  9. How would this affect linux? by stefanlasiewski · · Score: 4, Interesting

    How would the Oracle purchase of Peoplesoft affect Linux? Oracle has been pushing Linux for a while. Peoplesoft is mostly installed on Windows (apparently Peoplesoft has pretty spotty support for Linux & Solaris).

    A number of large businesses and private and public universities in the SF Bay Area have been installing Peoplesoft. The name "Peoplesoft" keeps coming up in discussions, and is usually accompanied by some cussing by the people who use it.

    IIRC, UC Berkeley and Cal State Hayward are both moving from their inhouse solutions to Peoplesoft for the student record database (Causing many headaches among the students and staff). I've talked to some Unix admins at both places who griping about having to learn Windows and Peoplesoft.

    These Universities are cutting budgets, but are still spending money on hardware, Windows licences, staff, training, training, and more training to accomodate the new Peoplesoft solution. The HR dept says this will save them lots of money.

    But if Oracle takes ownership of Peoplesoft, will we see more Linux support in the future?

    --
    "Can of worms? The can is open... the worms are everywhere."
  10. Impact on SAP/MySQL deal by wareadams · · Score: 4, Insightful

    I've been wondering what this would mean for the MySQL/SAP deal announced a week or so ago.

    To date SAP has wanted to be agnostic to the underlying database that their software runs on, so you could view the MySQL deal as a nice headline but not really something that was going to have SAP's salesforce pushing MySQL into enterprise customers.... They'd be just as happy if those customers ran Oracle as long as they ran SAP on top of it.

    However, if Oracle owns PeopleSoft they suddenly become SAP's largest competitor. As soon as that happens a major SAP infrastructure provider is now the enemy, and SAP might suddenly have reason to push another solution vs. allowing the customer to choose. After the deal with MySQL that solution might well be MySQL.

  11. Would Reduce Our Choices By One by Jackson · · Score: 3, Interesting

    Faced with the need for an ERP program, traditionally you could hire some programmers, wait a couple of years for them to create the software, and see if it worked, or was a big disaster.

    Or, you could purchase from Oracle, Peoplesoft. Datatel, SCT, etc, gamble a lot of money, maybe discover you have to change your business processes to fit the software, and in a couple of years you may be .... kind of up and running.

    I worry that if Oracle buys Peoplesoft, we lose a choice, such as it is. It's already a complex dynamic, and this may make the choices a bit more narrow.

  12. Company for Sale by Arandir · · Score: 3, Insightful

    When you offer your company for sale, you have only yourself to blame when someone makes a bid to buy it. And offering your company for sale is exactly what you're doing when you issue stock.

    I have no sympathy for companies that want to be publicly traded corporations but then pretend that they're a private firm.

    --
    A Government Is a Body of People, Usually Notably Ungoverned
  13. Re:Quality of Work Environment at Oracle & Peo by bug506 · · Score: 5, Insightful

    The problem with this quote is that it refers to the sales force.

    As a developer in the server technologies division of Oracle, I'd have to say that I don't see the "intense competition" that is mentioned. Within my group of about 50-100 (that is, all of the people below the closest VP), there is a true spirit of cooperation. If I have a problem with a specific line of code or a new technology I am learning, there are many other people on the team who are willing to help (just as I am willing to help them), even if they are not working on the same project as me. I know it sounds idealistic, but that's what the real situation is in development.

    This cooperation even extends to the H-1Bs, and all of the other recent immigrants with whom I work. I'm one of the few people in my group that was born in America and speaks English natively. However, I look at having this diversity in the group as a positive and not a negative as it brings different viewpoints to technical discussions and makes non-technical discussions a little more interesting.

    Now, sometimes there is a level of competition between teams, as each team thinks it knows the best approach to a given problem. But that is healthy, and it forces a detailed refinement of the approaches so that the "higher ups" can make a decision regarding which approach is most appropriate.

    So, I can't speak for the sales force, but I don't know if the development cultures are as different as the quote suggests.

  14. Re:$5.1bn ? by TopShelf · · Score: 3, Insightful

    Oracle's got the dough, as you'll see here. With $1.15 cash in hand per share, at 5.24 Billion shares outstanding, that's around the $6 billion mark right there. A large portion of this purchase could be made in Oracle stock or by arranging a loan (the technique made famous in the 80's, the Leveraged BuyOut or LBO) as well, reducing the need for cash.

    Either way, this story is only just beginning. Analysts portend a consolidation wave coming in the software field. Also consider that Oracle's standing offer amounts to $16 per share of Peoplesoft, but the stock price on Friday closed at $17.82. That means the folks who know best (investment bankers, merger arbitragers) see this as the first step in a longer auction process.

    --
    Stop by my site where I write about ERP systems & more
  15. Better not wake the Giant. by LibertineR · · Score: 4, Insightful

    PeopleSoft runs mostly on Microsoft Servers. The thought of losing a potential revenue stream might cause Ballmer to dip into petty cash and settle this argument overnight. Oracle is not going to integrate PeopleSoft; they are buying a customer list and less competition, in addition to kicking a few more thousand geeks to the curb.

    Microsoft could pick them up, keep them as a separate line of business, with management autonomy and shareholders would go for that in a heartbeat. This could turn out to be a very bad move by Oracle. If Microsoft so mch as raised an eyebrow, Oracle stock goes down, making the aquisition more expensive even if Microsoft doesnt play. I see a lot of ways that Oracle could end up regretting this big time.

  16. Consolidation of bad software? by Anonymous Coward · · Score: 5, Interesting
    Oracle, the DB, is fine, but that's not the part that competes with PeopleSoft. That would be Oracle, the business application suite.

    At two previous jobs I used PeopleSoft's suite and found it lacking. At one I did a bit of reverse engineering on the database, and I had perl scripts generating better reports than their $x million software, which also crashed daily. (Nobody seemed to know exactly what x was, but afaict everybody who had to do with the decision to use PeopleSoft no longer worked there. Which might tell you something.) Oh, and for all the article's 'PeopleSoft is (used to be) a caring company' lines, I can assure you that once they have your money they don't care the slightest about their customers, even when you're still paying for service.

    On the other hand, during that same period, I talked to a number of people about Oracle's suite (Oracle E-Business Suite, OEBS) as a potential replacement. There are lots of sites talking about all the money and time people save using OEBS, just as there are for PeopleSoft. But every person I actually talked to said, essentially, that it was crap and they regretted it, but don't tell anyone.

    So, I guess my point is that both of them are basically crap software that got their reputation because no public company would ever admit to their shareholders that their well-researched software decision was a multi-million dollar disaster. So they deserve each other.

    And on that note, I think I'm going to post this anonymously, since even though it's all true libel suites are time consuming.

  17. I am by CptChipJew · · Score: 4, Informative

    A PeopleSoft employee, and I can tell you that we aren't selling to Oracle.

    Acquiring JD Edwards is going to make us #2 in the field, and Oracle #3, which is why Ellison wants to take us over, kill our product, and terminate all of our jobs.

    Craig Conway (PeopleSoft CEO) has already told all of us that he won't let "Ellison kill PeopleSoft".

    On top of all that, the offer made to PeopleSoft by Oracle per share is now lower than the price it's trading at. Take that into account, plus what the company will be worth after acquiring J.D. Edwards, and Oracle won't be able to convince the shareholders to go along with it.

    --
    Vonal Declosion
  18. Both Companies Products suck by nurb432 · · Score: 4, Insightful

    From working with both companies owith their 'erp' applications, neither is anything to write home about.

    Both were poorly managed, *not* user friendly and had MAJOR cost over-runs. ( in our case in the millions of dollars, mainly due to overselling on their part that borderlined on fraud in oracles case ), not to mention techincal issues right and left.

    Having them both under one roof .. eeek.

    Disclaimer, oracle project was 5 years ago, they might have improved since then, but i doubt it )

    --
    ---- Booth was a patriot ----
  19. What I can say is.. by marcushnk · · Score: 3, Insightful

    I've used and managed an AS400 with JDE for the past 3.5 years.. and although I don't like the product I have respect for it..

    And I've had dealings with Oracles management..

    these guys do not fsck around.

    They are a VERY driven, powerful bunch of people who get what they want, and get it because they ain't afraid of stepping on toes.

    JDE needs to watch their step, cause these guys won't give up easily.

    --
    "Consider how lucky you are that life has been good to you so far. Alternatively, if life hasn't been good to you so far
  20. Sun didn't "provide" StarOffice. by Ayanami+Rei · · Score: 3, Insightful

    They acquired it by buying a German company (StarDivision)at a good price, and made a few improvements.

    --
    THIS THING CAN TURN ON A DIME, MACROSSZERO STYLE ALSO FUCK BETA, ~NYORON
  21. If Oracle wins they will lose... by jordandeamattson · · Score: 3, Insightful

    The reality is that Oracle and Peoplesoft have culturals as different as two companies can possibly be. Oracle is of the chewing them up and spit them out school. If Oracle has a soul, it is a very dark one. On the other hand, Peoplesoft has a soul and it is a soul which - how every imperfectly - trys to care for the employees while still calling forth the best from its employees.

    If Oracle were to make this hostile bid come to fruition, the majority of Peoplesoft employees would be heading for the door as quickly as possible. The end result would be a pile of IP in Oracle's hands, but not any of the people that can take that IP and extend it and bring value from it.

    Of course, the Larry Ellison isn't going to see it that way. Rather, he is seeing that I can take these two pieces and put them together and they will work the way that I anticipate. Why? Because everyone works the way he expects - or he gets rid of them, the list of folks that have bailed out of Oracle due to Larry is very long - and that is just the way it will work out in his world. He isn't going to think about culturally compatibility. But then again that is true of most CEOs trying to build empires. Why do you think that most mergers end up being failures?

  22. Actually. by juuri · · Score: 4, Insightful

    You had best start looking anyways, regardless if the bid goes through or not the additional information the mass business public has gleaned on the purchase of JDE is going to severely tarnish PeopleSoft. You guys will now work REALLY hard to make sales because people are going to be iffy on your future. After the of JDE aquisition you won't be #2 for long if you are even are when the merger is completely done. Oracle has been really smart with this, it is win-win for them.

    --
    --- I do not moderate.
  23. Mostly by GCP · · Score: 4, Informative

    There are some contractual things you can't get out of. You can't cancel existing contracts, which is the reason a "poison pill" defense sometimes works, and there are various contractual guarantees made to major investors that can create "classes" of shareholders (preferred, common, etc.), which makes it a little more complicated than just a question of percentages.

    However, the answer to your question is mostly "yes". As 51% shareholder, you can typically completely replace the board of directors, because the board is elected by the shareholders (which means the owners) to represent their interests. New 51% owners usually want new representatives for their new interests, and the 49% owners can't raise the votes to stop them.

    Then, since the CEO works for the board, the new board appoints a new CEO, who then replaces the senior execs, who all report to the CEO. They can then replace anyone below them who doesn't support the new regime.

    I should add that the term "hostile takeover" is frequently just the viewpoint of the existing management. It's hostile to them because they may be thrown out by the new owners. It may not be hostile at all from the perspective of the existing small-scale shareholders -- the "outsiders".

    Another possibility (in some cases) is that the old insiders club (the board and their pet CEO and his cronies) may have been milking the company for their own personal gain and there was nothing the small-scale shareholders could do about it. The big guys are making a pile of money off the company, while the company itself goes nowhere because it's being managed for the benefit of the top management, not the common shareholders.

    Then a new team comes to town and offers a lot more money for common shares than the shareholders were going to get any other way. Whether the shareholders sell to the new guys or keep their now-higher-valued shares, the game has changed. Now, the old management tells everyone that the new guys are "hostile", but that may not be the way everyone sees it. They may end up more corrupt or incompetent than the old management, or they may be the first good thing for the common shareholders in years, but either way they'll be called "hostile" by the old management.

    --
    "Those who have never entered upon scientific pursuits know not a tithe of the poetry by which they are surrounded."
  24. What I neglected to mention... by Ayanami+Rei · · Score: 4, Informative

    Sun's original intentions were not to open the source. They had originally hoped to use it as an alternative to Microsoft Office, but that dream was quickly squashed. They did the next best thing (for which I am grateful).

    Note that StarOffice, the full product, is not open source. It becomes open source (and integrated into Open Office) as features trickle into the public domain. Certain parts of StarOffice are tied up in IP restrictions. Fortunately they are not too important.

    --
    THIS THING CAN TURN ON A DIME, MACROSSZERO STYLE ALSO FUCK BETA, ~NYORON